Genesee & Wyoming, Inc.

Industry: Transportation

Region/Country: United States

Fund: Carlyle Partners V

Investment: October 2012

Status: Exited

CASE STUDY

WWW.CARLYLE.COM202-729-5626WASHINGTON, DC 20004-25051001 PENNSYLVANIA AVENUE, NWTHE CARLYLE GROUP

AT A GL ANCE

How Carlyle Creates ValueDeep industry expertise. Global scale and presence. Extensive network of Operating Executives. And a wealth of investment portfolio data; we call it The Carlyle Edge. These are the four pillars of Carlyle’s value creation model. By leveraging these core capabilities and resources—Carlyle has established a 30-year overall track record of investing in companies, working to make them better and serving our investors’ needs.

Carlyle’s investment in Genesee & Wyoming supported its acquisition of RailAmerica, helping create a short line railroad industry leader.

About Genesee & Wyoming and the Transaction

Genesee & Wyoming Inc. (G&W) operates short-line and regional freight railroads and railcar switching services primarily in the U.S. and Australia. G&W’s common stock trades on the NYSE under the ticker GWR.

G&W is typically the only provider of rail services at a customer location, pro-viding critical “last mile” access to Class I railroads. By providing customers with access to multiple Class I railways, G&W increases their transportation alternatives, significantly lowering transportation costs.

At the time of Carlyle’s exit, G&W operated 111 railroads in 11 regions, approximately 15,000 miles of owned and leased track (10,700 in North America), 1.9 million carloads (1.6 million in North America), and 1,050 loco-motives (930 in North America).

G&W is headquartered in Darien, Connecticut, and has approximately 4,600 employees as of November 2013.

Key Value Creation Metrics

• Successfully acquired RailAmerica, Genesee & Wyoming’s largest com-petitor, creating a $7 billion enterprise value market leader in the short line railroad industry

• Grew revenue and EBITDA 7% and 14% on a pro forma basis as a result of growth initiatives and synergies realized from the acquisition

• Successfully leveraged the One Carlyle platform to help management grow business in international markets and extend industry tax credits

Genesee & Wyoming, Inc.

Industry: Transportation

Region/Country: United States

Fund: Carlyle Partners V

Investment: October 2012

Status: Exited

AT A GL ANCE

Major Value Creation Initiatives

The Carlyle Group invested $350 million in G&W in October 2012 to facili-tate the acquisition by G&W of RailAmerica, Inc. for $2.0 billion ($27.50 per share). At the time of the acquisition, RailAmerica was the second largest short line operator in North America, operating railroads in 28 U.S. states, three Canadian provinces and providing rail service at 12 ports. Carlyle’s investment was in the form of a convertible preferred security that represented approxi-mately 11% of the company on a converted basis.

During Carlyle’s investment, G&W successfully integrated the RailAmerica acquisition, realizing the strategic and operational synergies underlying its acquisition strategy. In addition to providing capital to support the acquisi-tion, Carlyle leveraged its One Carlyle platform and network to assist G&W’s further development of commercial relationships in international markets such as Australia. Carlyle also worked with management to educate officials on the importance of rail maintenance tax credits, ultimately leading to their extension.

ABOUT THE CARLYLE GROUP

The Carlyle Group (NASDAQ: CG) is a global alter-native asset manager with $169 billion of assets under management across 125 funds and 177 fund of funds vehicles as of September 30, 2016. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are pub-lic pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, tele-communications & media and transportation. The Carlyle Group employs more than 1,625 people in 35 offices across six continents.

Carlyle believes these selected case studies should be con-sidered as a reflection of Carlyle’s investment process, and references to these particular portfolio companies should not be considered a recommendation of any particular secu-rity, investment, or portfolio company. The information provided about these portfolio companies is intended to be illustrative, and is not intended to be used as an indication of the current or future performance of Carlyle’s portfolio companies. The investments described in the selected case studies were not made by any single fund or other product and do not represent all of the investments purchased or sold by any fund or other product. The information pro-vided in these case studies is for informational purposes only and may not be relied on in any manner as advice or as an offer to sell or a solicitation of an offer to buy interests in any fund or other product sponsored or managed by Carlyle or its affiliates. Any such offer or solicitation shall only be made pursuant to a final confidential private placement memorandum, which will be furnished to qualified inves-tors on a confidential basis at their request.

$7 BILLIONWith Carlyle’s assistance,

Genesee nearly doubled its

track miles, locomotives,

and customers through the

acquisition of its largest

competitor, creating a $7 billion

enterprise value market leader

in the industry.

At the time of

Carlyle’s exit, G&W

operated 111 railroads

in 11 regions, approxi-

mately 15,000 miles

of owned and leased

track (10,700 in North

America), 1.9 million

carloads (1.6 million

in North America),

and 1,050 locomo-

tives (930 in North

America).